Form 8-K USA TRUCK INC For: May 18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 18, 2022

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USA TRUCK INC.

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(Exact name of registrant as specified in charter)

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479-471-2500

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(Registrant’s telephone number, including area code)

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N/A

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(Former name or former address, if changed since last report)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.07Submission of Matters to a Vote of Security Holders

On May 18, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”).  The following are the proposals voted upon at the Annual Meeting and the final results on the votes of such proposals.  The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 11, 2022 and supplemented on May 3, 2022.

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Proposal 1.  Election of Class III Directors.  The Board of Directors nominated two nominees to stand for election at the Annual Meeting and each of the nominees was elected to serve a term expiring at the 2025 Annual Meeting by the following vote:

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Proposal 2.  Advisory approval of the Company’s executive compensation.  This proposal was approved by the following vote:

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Proposal 3.  Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022:

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Proposal 4.  Approval of the Third Amendment to the 2014 Omnibus Incentive Plan:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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